Paycom Software Files Proxy Materials

TL;DR

PAYC proxy filing is in, shareholders get the scoop on company votes.

AI Summary

Paycom Software, Inc. filed a Definitive Additional Materials proxy statement on April 12, 2024. This filing is related to the company's corporate governance and likely contains information for shareholders regarding upcoming meetings or proposals. The filing was made under the Securities Exchange Act of 1934.

Why It Matters

This filing provides shareholders with crucial information for upcoming votes and decisions impacting the company's direction and governance.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any immediate financial distress or significant operational changes.

Key Numbers

• 001-36393 — SEC File Number (Identifies the specific SEC filing for Paycom Software, Inc.)
• 24841422 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Paycom Software, Inc. (company) — Registrant
• 7501 W. MEMORIAL ROAD (address) — Business and Mail Address
• OKLAHOMA CITY (location) — City for Business and Mail Address
• DE (location) — State of Incorporation
• 1934 Act (regulation) — SEC Act under which filing is made

FAQ

Filing Documents

• defa14a_corp_gov_4.12.24.htm (DEFA14A) — 38KB
• 0000950170-24-044019.txt ( ) — 39KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 PAYCOM SOFTWARE, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Paycom Software, Inc. 7501 W. Memorial Road Oklahoma City, Oklahoma 73142 (405) 722-6900 SUPPLEMENT TO PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 29, 2024 To the Stockholders of Paycom Software, Inc.: This proxy statement supplement, dated April 12, 2024 (this “ Supplement ”), supplements the Definitive Proxy Statement on Schedule 14A of Paycom Software, Inc. (the “ Company ”), dated March 28, 2024, as supplemented by that certain proxy statement supplement dated April 5, 2024 (the “ Proxy Statement ”), for the Company’s Annual Meeting of Stockholders to be held on April 29, 2024 (the “ Annual Meeting ”). THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. EXCEPT AS SPECIFICALLY SUPPLEMENTED BY THE INFORMATION CONTAINED HEREIN, THIS SUPPLEMENT DOES NOT MODIFY ANY OTHER INFORMATION SET FORTH IN THE PROXY STATEMENT. Amended Corporate Governance Guidelines – “Overboarding” Policy It is the expectation of the Company that all members of the Board of Directors (the “ Board ”) have sufficient time to commit to preparation for and attendance at Board and committee meetings. The Board values the experience directors bring from other boards on which they serve but recognizes that those boards may also present demands on a director’s time and availability. The Board believes that service on boards of other public companies should be limited to a number that permits each director, given his or her individual circumstances, to perform responsibly all director duties. Accordingly, effective April 12, 2024, the Board amended the Company’s Corporate Governance Guidelines to implement a policy with respect to director “overboarding” (as so amended, the “ Amended Corporate Governance Guidelines ”). Specifically, the Amended Corporate Governance Guidelines provide that, subject to such exceptions as the Nominating and Corporate Governance Committee may determine on a case-by-case basis, (i) a director should not serve on more than four total public company boards (including the Board), (ii) a director who actively serves as an executive officer of a public company (other than on an interim basis) should not serve on more than two total public company boards (including the Board), and (iii) a director who serves on the Audit Committee of the Board should not serve on the audit committees of more than three total public companies (including the Audit Committee of the Board). If a director serves on the board of a public company subsidiary or affiliate of the public company where the director serves as an executive officer, the Nominating and Corporate Governance Committee will consider all such service as serving on one board. In connection with its annual nomination process, the Nominating and Corporate Governance Committee will review each incumbent director’s (or director nominee’s) time commitments pursuant to the terms of the “overboarding” policy set forth in the Amended Corporate Governance Guidelines. Furthermore, the Amended Corporate Governance Guidelines provide that directors should consult with the Chairman of the Board in advance of accepting an invitation to serve on another public company board. The Nominating and Corporate Governance Committee will review the “overboarding” policy as part of its annual review of the Amended Corporate Governance Guidelines. The Amended Corporate Governance Guidelines also provide that, from time to time, the Nominating and Corporate Governance Committee should review the “overboarding” policies of the Company’s institutional investors and, as it deems appropriate, facilitate discussion of such policies and the Company’s “overboarding” guidelines during investor engagements. As of the date of this Supplement, all directors satisfy the “overboarding” policy set forth in the Amended Corporate

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View this DEFA14A filing on SEC EDGAR